HUMANA INC — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-05-10

Reporting Person: McCulley Steven E (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-10	Humana Common	S	605	$77.14	Disposed	14617	Direct
2011-05-11	Humana Common	S	4626	$77.709	Disposed	9991	Direct
2011-05-11	Humana Common	M	8110	$62.10	Acquired	18101	Direct
2011-05-11	Humana Common	M	6839	$69.475	Acquired	24940	Direct
2011-05-11	Humana Common	M	6998	$45.975	Acquired	31938	Direct
2011-05-11	Humana Common	M	6665	$41.83	Acquired	38603	Direct
2011-05-11	Humana Common	S	25563	$78.0596	Disposed	13040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-11	Options	$62.10	M	8110	Disposed	2014-02-22	Humana Common (8110)	Direct
2011-05-11	Options	$69.475	M	6839	Disposed	2015-02-21	Humana Common (6839)	Direct
2011-05-11	Options	$45.975	M	6998	Disposed	2015-04-01	Humana Common (6998)	Direct
2011-05-11	Options	$41.83	M	6665	Disposed	2016-02-19	Humana Common (6665)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	691	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (3879)	3879	Direct
Restricted Stock Units	$		Humana Common (8990)	8990	Direct
Phantom Stock Units	$		Humana Common (7)	7	Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of April 30, 2011 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

F2: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F3: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F4: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F5: Incentive and Non-Qualified stock options granted to reporting person on 4/1/08, NQ options vesting in three increments from 4/1/11 to 4/1/13, and ISO's vesting in two increments on 4/1/12 and 4/1/13.

F6: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12.

F7: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F8: Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

F9: Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.

F10: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F11: Phantom Stock Units held for the benefit of reporting person as of April 30, 2011 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).

F12: The shares sold in multiple lots ranging from $77.702 to $77.722. The weighted average sale price was $77.7090.

F13: The shares sold in multiple lots ranging from $77.97 to $78.1408. The weighted average sale price was $78.0596.